Nuwellis, Inc.

Unregistered Sales of Equity Securities: During the three months ended March 31, 2026, the Company sold unregistered equity securities in the following transactions, each of which were reported on Currents Reports on Form 8-K:

On January 29, 2026, the Company completed a private placement and warrant inducement transaction with Armistice Capital Master Fund Ltd. and related parties. The Company issued (i) 994,537 pre-funded warrants, (ii) 1,989,074 common stock purchase warrants, and (iii) additional inducement warrants, for aggregate gross proceeds of approximately $5.0 million before placement agent fees and expenses. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D. See the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2026, for additional details.

In addition, 150,000 shares of common stock were issued on March 17, 2026, as partial consideration for the acquisition of Rendiatech, Inc. See Note 10 – Asset Acquisitions for additional information.

Use of Proceeds: The net proceeds from the January 2026 private placement were used for general corporate purposes, including working capital, repayment of certain obligations, funding of the Rendiatech acquisition, and continued commercialization of the Company’s products.

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